Carnival of Rust
by SparklersOasis
Summary: First fanfic! Donatello discovers a injured girl on a pizza run. She's unconscious and starts to change. Who is she and what's happening? Yeah, I know, I bite at explanations so :P to you too.
1. Chapter 1

**Hello and thanks for giving my first attempt at writing a chance, I truly hope you enjoy and would greatly appreciate comments and critiques. I do not own TMNT or it's characters. Enjoy!**

Carnival of Rust Chapter 1

Her breathe rattled in her chest. The urge to get away overwhelmed everything else.

She looked over her shoulder and was sent sprawling onto the pavement. She shook her head to try and clear and only made the world tilt crazily around her. Whatever drugs she had been dosed with still coursed through her system. Looking up, she saw a sewer drain. Crawling to it, she slipped through it. As she went down the drain, she heard her clothes tear and felt the rough metal of the drain rake across her back. She fell with a splash into the water below. As she was swept away she heard her pursuers curse. _'Safe,'_ she thought with relief. As the water sent her farther down the sewer, she felt the drugs overwhelm her, and she drifted into unconsciousness.

Donny grumbled at being sent on a food run. Leo was practicing with Splinter, Raph was god only knew where, and Mikey couldn't be trusted to get more than half of the food back edible. Lost in thought, Donny wandered further down the tunnel. Don had just recently gotten a copy of the latest edition of 'Scientific American' and it had to be put on hold for pizza, of all things.

A gust of wind sent a splash of cold rain water down his trench coat. At least he just had to meet the delivery guy at the sewer grate. He didn't even want to think of going up top in this weather. 'I'm a reptile, not an amphibian.' He grumbled to nobody in particular

Lost in his own world, Donny didn't even notice the vague human shape sprawled in the side tunnel. At least not until it groaned. Donatello whipped around and had his bo out before he had even fully registered the noise. Heart racing, he slowly crept towards the pathetic heap. He placed his bo back in its sheath and knelt towards the person. Dirty, long blondish brown hair was matted to her head. She was dressed in clothes that looked and smelled like they hadn't been washed in too long. Multiple bruises and cuts littered what skin he could see. When he went to pick her up he saw four deep gashes running from her right shoulder to her left hip. He lifted her up and started heading back to the lair.

Her skin felt too tight and itched, her entire body burned. _I have to be alive, cause there's no way being dead could hurt this much. _

She groaned involuntarily. In an instant there was a vague shadow hovering over her. She opened her eyes, but they wouldn't focus. A voice was trying to talk to her, but it was too much effort to understand, much less answer. The shape moved quickly, and she felt herself being picked up in strong arms. Something wasn't right, but it took too much effort to go past that thought. As she felt herself being carried away, she tried to hold onto consciousness, but felt it slipped away.

Donny juggle the girl he'd found in the sewer so he could reach for the door handle. As the door opened he heard Mikey shout, "Yeah! Pizza's…..that's not a pizza."

"No shit Sherlock." Ralph shot from the kitchen.

"Raph language! Donny what the…."

"My son?"

"Enough! Can I at least get in the door, she's getting heavy." Donny grumbled.

"Donatello, put our guest on the couch."

"No sensei, she's not well, let me get her to my lab."

Leonardo went to open the door for Donatello as Mikey chuckled, "Can we keep her? OWW!"

"Shaddup and go get dinner," growled Raphael as he shoved money at his younger brother. He hid a grin remembering the last time Mikey said that about an unconscious visitor.

She heard voices, but they seemed so far away and it was just too much effort to force her eyes open. She felt herself being placed down on a cool surface. It almost seemed that it caused her skin to burn more. She wanted to scream in pain but her throat felt paralyzed. She didn't even feel the needle go into her arm.

Donatello set the mysterious girl down on the bed he used when one of his brothers needed stitched up. Almost as soon as she touched the sheets she groaned in pain and started to thrash around. He reached for his supply of sedative and sterile needles. The drug quickly took hold and she slipped back into unconsciousness.

"Oh Jesus!" Raph shouted. As Don looked down at his hand that had been holding her arm, he saw the reason. He girls' skin where he had touched her had peeled off in one long strip leaving raw oozing flesh underneath.

"Get out, I need to get whatever's hurting her cleaned off and I don't need all of you in here ogling her." Donny shooed his brothers out of his lab and shut the door behind him. He turned back to his patient, embarrassed but knowing it needed to be done. As glanced over at her she shifted and more skin around her shoulder peeled off. _Ah shell_. It was going to be a long night.

Donny got his new patient cleaned up and had her bundled into an old t shirt and pair of gym shorts that April or Casey had left the last time they were here. He rooted through the rags he had taken off of her hoping to find some sort of identification but unfortunately coming up with none. The only identifying mark she had was a new and still raw looking tattoo on her left wrist that was a series of numbers and letters, EXP. 2202A. _Whatever the shell that means_.

Her skin had seemed to stop peeling off after he's gotten her cleaned up, but she still occasionally moaned in pain. Donny tried to be gentle, but he had to take care of her wounds. The cuts on her back were the worst, but luckily they were fairly recent and hadn't been too dirty. Her entire body was covered in scrapes, bruises and what looked like needle marks. He wanted to know more about their mystery guest. _I hope she wakes up soon._

Checking his patient one more time, he went out to update the rest of his family. He opened the door and was greeted with four sets of curious eyes. "She's sleeping for now, but something is wrong with her, her skin was just peeling off. I don't know if she was burned or something else, but one of us should stay with her for the next few days just in case."

"Who is she? When can we talk to her? What's her name?"

"Mikey calm down, she hasn't even regained consciousness yet, give her a bit." Donny rolled his eyes at his younger brother's curiosity.

"Go grab some pizza and crash for a bit Donny, I can take first watch."

"Thanks Leo, wake me up if anything changes."

Leo sat in a shadowed corner of Donny's lab watching their new guest. If she happened to wake up he didn't want to startle her. Looking up at the clock with a sigh he settled in for a long and hopefully uneventful night.

Donny woke to a knocking on his door. "Hey Don, our guest needs ya." Raph informed him from the behind the door and then chuckled. _That can't be good. _He rolled out of bed with a groan and followed Raph back to the lab.

Donatello was definitely not expecting their 'guest' to be up and about. He was greeted as he opened the door by a hurled piece of glassware that missed his head by inches.

"No, no, no, No, NO!" The shriek came from the far corner. The girl cowered away from everybody. Her eyes were glassy and she was breathing heavily.

"Leo?"

"Yeah, I'm here." Donny looked to his left to see Leo trying to look as small and unthreatening as possible.

"Looks like she got ya fearless." Raph snickered as Don saw the four small gashes on Leo's cheek. "I think I like her already."

"Miss, it's alright, we aren't going to hurt you. We found you and you seemed like you needed help. I know we're not.." Donny walked to where she crouched. He didn't get too far when she let out a shriek and Donny had to duck as another piece of glassware went hurling by towards his head.

"Dude, you're scaring her." Mike shoved all three of them back towards the door. He slowly advanced towards the frightened girl talking nonsense in a low calm voice. She glared at him uncertainly, and then hissed as him. Mikey stopped in his tracks, confused, and then slowly started inching forwards again making low unthreatening noises, much like you would to a scared animal. When he got a little bit outside of arms length he crouched down, looked off to one side and extended an arm towards her. "C'mon now, it's alright, we won't hurt you." He murmured. She slowly reached out a hand towards Mikey's and then suddenly collapsed. Mikey was close enough to catch her before she hit the floor.

"Mikey get her back on the bed, please." Donny said, saw Leo's face, and added with a grin, "I think we'll try some restraints this time too."

Donatello was worried. After the incident in the lab she seemed to slip back into delirium. Her heart rate was far above normal as was her breathing. Her temperature spiked and she would shiver and sweat in turns. Her skin didn't start peeling as extremely as it had originally; but it had started peeling in smaller strips all over her body. For the past week she would wake them up regularly shrieking sometimes in pain and sometimes in fear and only another dose of sedative would calm her. All of their patience was starting to wear thin as lack of sleep caught up to them. After the first couple of days without her coherently waking up, Don had begun to worry about dehydration and starvation. So he dipped into their limited medical supplies to start an IV line as well as tube feed her once a day. She was able to keep down everything they gave her, which Don decided to take as a good sign

He hoped things would change soon, he could really use some sleep.

Two weeks later, Don regretted that wish. Their guest's condition had changed, but not for the better. She now was lying motionless most of the time except occasionally when she would open her eyes and look around for a few minutes without really focusing on any one thing. Her vital signs were more stable and she no longer had a fever.

However, she was really starting to puzzle all of them. It looked as if she had lost the top layer of skin all over her body and it was just beginning to heal. But instead of the normal pink of healing skin, it was coming back colored a tawny gold. And unless Don was completely imagining things, she was also starting to grow a short, soft fur coat with a few markings under her eyes. As if that wasn't strange enough, after her being there about a week, Don went to sponge her off after a fit and noticed a nub at the base of her spine. Over the next couple of weeks it had grown to bobbed tail. Her ears also became pointed and grew tufts of hair at their tips.

The brothers had no idea what to make of the stranger's transformation except that after awhile, it was obvious they couldn't take her to a hospital.

Mikey was sitting in the lab, trying his best not to fiddle with all of the enticing stuff Donny had. After last time he knew better … kinda. A month had gone by since their mysterious guest had shown up, and Mikey knew that Don was worried she would never wake up. He walked over to the bed that she had been strapped to, hopefully to avoid the chance of more glass going flying. Brushing a clump of hair away from her face he muttered, "I wish you'd wake up and tell us who you are."

Her eyelids flickered. "Hey dudette, c'mon you know you want to wake up. We're all dying to hear your story." Mikey continued, encouraged. Her eyelids fluttered a little more, and slowly opened revealing copper colored eyes. "yeah that's it! Can you understand me? I know I look a little strange, but I promise I won't hurt you, none of us will."

"wha….who…where…." her voice was barely over a whisper.

"She doesn't seem to have a fever and she definitely is coherent."

"Of course I'm coherent, I'm right here, I speak English too you know. Just because I'm not a giant walking turtle."

"I think she's a match for you, Raph. Ow!"

"Mikey, you're asking for it." Raph glared at the youngest turtle.

"My sons, perhaps our guest would like to tell us her story." Splinter said dryly.

"You first, and while you're at it you can explain how the hell I got _here._"

"A long time ago…." Splinter began.

…and we have lived here ever since." Splinter finished with a sigh.

The four brothers watched their guest with varying degrees of curiosity and wariness while they waited for her to speak. She looked back and forth between the brothers and Splinter, "so why am I here?"

"I found you." Don whispered.

A now pointed ear swiveled towards him, "you what?"

"You were hurt and unconscious in the sewer. I honestly didn't think you would live. I brought you back here and we've all been taking care of you."

"My child," Splinter cut in, "you should know you are not the same as you were."

"Excuse me?"

Instead of responding, Leo handed her a mirror. She took it with a skeptical worried look. "What, am I horribly scarred or some…."

The look of horrified shock on her face struck a nerve in all of the brothers.

She sat there for what felt like an eternity staring at a face that was hers but not hers. _What's going to happen to me? What already happened to me? What am I going to do? _ Her mind raced as tears started slipping down her cheeks. A green three fingered hand reached out and gently pulled the mirror away from her shocked stare. She looked up at the owner, "It's alright, you can stay here for as long as you like. We'll help you figure stuff out." Sympathetic brown eyes peered out from behind a red mask.

She scanned the faces of her rescuers, "I…I…my name…I'm Kori."

"Kori, my child, you've had quite a shock. You need rest, but I'm sure you need comfort as well. Would you like one of us to keep you company?"

"Thank you, but I just need some time to myself."

"We understand," Splinter stood and starting shooing his sons out, "we are but a shout away. Please let us know when you need something."

Kori watched as they shuffled out of the room and left the door cracked just a hair. She lifted the mirror to her face again and stared at herself as tears started slipping down her cheeks again.

A tap on the door startled Kori out of her storm of emotions. Hesitant brown eyes looked at her from behind a purple mask.

"I…I thought you might be getting hungry. I brought you some foods. You really should eat something; you've lost a lot of weight." Don hated interrupting Kori before she was ready, but he was worried about how thin she had gotten since joining them.

Kori opened her mouth to say she wasn't hungry when her stomach decided to speak for itself. "I….I guess I am." She said with a giggle.

"I didn't know what kind of food you liked, I brought a little bit of everything. We are a little limited in selection, but I hope there's something here you like." Don set the tray of food he'd brought with him on the table next to Kori's bed. "And if you're feeling like getting up, I really think you should. You'll wear our quicker than you think. It would be best to start building your endurance back up. I can leave you alone again if you'd like."

"No, I would like some company." Kori said with a weak smile. "Besides, one of you is a lot less intimidating. Could you tell me about you and your brothers while I eat?"

"Well, Splinter already told you the major stuff…" Don started.

"I meant more…day to day stuff. I can't go back…."

"Oh, ok. Well Leonardo, or Leo as we call him, is kind of the leader I guess. Raph calls him 'Fearless,' don't ask. He's usually the levelheaded one. He wears the blue mask. Raphael, wears the red mask. I guess you could call him the angsty one," Don chuckled, "but unless you want to see his temper, don't tell him I said so. Mikey, Michelangelo, wears the orange mask. He's the big little kid. If a prank is played it's probably him. He's the least likely one you'll see if you stayed holed up in here, he's not allowed, again, don't ask."

"And what about you?" Kori cocked her head. "I'm guessing the nerd by all this." She waved her hand around at all the equipment Don had in his lab.

"Well, yeah." Don looked a little embarrassed by her assessment. _If turtles could blush he would be bright red _ Kori thought with a small grin. Her rescuers were turning out to be much more interesting than many of the people she'd been interacting with on a daily basis.

_I wonder if she realizes how cat like she looks. She has the epitome of 'cat that got the canary look!' _ Don thought. "What about you? What happened? That is, if you don't mind me asking."

Kori looked down at hear hands sadly. "I…I'm really not too sure. I remember _who _ I was. I mean, I remember likes, dislikes, where I went to college, where I worked and all that. But what happened to make me…make me like this," she motioned to her face, "I don't really remember."

"I'm sorry, really. Do you need to talk?"

"Not yet, please, I just don't think I've really taken it all in yet. I'm sorry."

"Don't be, take your time. Any of us are here whenever you need an ear." Don smiled encouragingly. "Well, figuratively. I can tell some stories about my brothers if you promise to eat something."

"Deal." Kori said and started picking through what Don brought her.

While she ate, Don tried to come up with the most interesting story about him and his brothers. He hoped if she was distracted she wouldn't dwell on what had happened to her. Also, he hoped she could see them as just different shaped people rather than 'freaks' and help her come to terms with her new appearance. Kori was a good audience, too. She was held totally captivated by Don's stories, gasped and giggled at all the appropriate times. Warming up to his audience, Don told more and more outrageous stories from encounters with the foot and Shredder to why Mikey was usually banned from his lab. Before long, the tray was empty and Kori was in laughing so hard she was crying at Don's story of when Mikey stole one of Don's gadgets and made it beep at odd intervals then hid it in Raph's room.

"Well, unless you'd like something else to eat, I'll let you get some rest." Don said, standing up.

"Oh! I didn't realize I ate that much." Kori stared in surprise at the empty tray.

"You have been out of it for awhile and lost quite a bit of weight from when you first got here." Don chuckled at her expression.

"I don't suppose, I mean, is there any way I could get a shower? I hate feeling grimy."

"Let me just make sure nobody else's using it. I'll be right back." Don said and slipped out the door.

Pushing the door closed behind him with his foot, Don took the empty tray to the kitchen. He turned around to find Splinter behind him. "My son, how is our guest?"

"She's doing better than I thought she would, Sensei. She ate more than I expected. I can't tell how she's dealing with her transformation, though. She doesn't remember what happened to her."

"I suspected as much, she seems very disoriented. Just be a friend for her when she needs it."

"Hai. Sensei, how am I to change her back if I don't even know what happened to her in the first place?"

"My son, even if you knew, you may not be able to do anything. Do not worry about such things, if it is meant to be, it will come to pass."

"Thank you, Sensei. Kori was asking if she could get a shower, I don't suppose you could…"

"Contain Michelangelo's curiosity?" Splinter said with a chuckle. "Of course, just give me a few minutes to get him distracted."

"Come on, I can show you where the bathroom is." Don said, offering Kori his arm. Taking the giant turtle's arm, Kori was grateful to be standing again. Even though she had just woken up, it felt like she had been in bed, well, for weeks. Don led her slowly out of the lab into what looked like a living room. He kept looking around like he was expecting something to jump out at them.

"Is it really that dangerous to walk around here?"

"Well, not usually. It's just Mikey. Mikey and curiosity do not go well together."

"Ah."

Don led Kori up the stairs and past a few rooms with closed doors. He opened one that proved to be the bathroom. "There are clean towels under the sink and some fresh clothes by the sink. I'm sorry they don't match, we really don't bother very often."

"If they're clean, I really don't care what they look like." Kori answered truthfully.

"Help yourself to anything you need, I'll be downstairs."

_What is it about a hot shower that makes everything seem better? _ Kori thought as she toweled off her now short blonde hair. Finding out she had a tail now had come as a bit of a surprise, but not as much as seeing a small pile of short golden-brown hair clogging the drain. _Eww! I shed now? _Had been her first thought. She was a little disappointed to find there wasn't any sort of hair gel. _I guess they don't really have any use for it…_

A loud banging on the door made Kori jump. "Jesus Mikey, leave some hot water for the rest of us!" came from behind the door.

Kori poked her head out the door. "I'm s…sorry, I'm just about done." She stammered.

"Ah shit, I'm sorry. I didn't realize you were up and around yet." Raph looked embarrassed. "I'm in no rush; I just thought you were Mikey." The now self-conscious turtle spun around and stalked off down the hall. "DON!"

"Kori giggled to herself, she had a feeling Don would be getting a word about warning his brothers.


	2. Chapter 2

**Hello, just wanted to add the disclaimer that I do not own TMNT or the characters. Kori, however is mine :) C&C greatly appreciated!**

****Carnival of Rust Chapter 2

When Kori opened the door a second time, no upset face greeted her. Unsure where the brothers went, Kori followed the sound of a television downstairs to the living room area. The brother that wore the orange mask was watching cartoons. "Do you mind if I join you?"

Mikey jumped at Kori's voice, "Geez dudette! Rule number one, don't be sneaking up on ninjas," he said with a grin to let her know he was joking.

"Ninjas?" She looked quizzical.

"Yeah, ninjitsu. Master Splinter was tellin' ya about all that. "

"Oh, I wasn't entirely sure what he was talking about. What're you watching?"

"Oh, nothing really." Kori wasn't an expert on these strangers' expressions, but she was sure the turtle was embarrassed to be caught watching cartoons.

"So do you mind if I join you?"

"Sure. I mean, ya know, there's not much on." Mikey mumbled.

"Are you kidding me?" Kori said with a laugh, I love looney tunes!" Kori eased down onto the couch next to Mikey with a groan. "You know, you'd think after being unconscious for however long I've been here, I'd be rested."

"You're askin the wrong turtle, science is Donny's domain. I'm not even allowed in the lab anymore." Mikey said the last with a pout.

"Oh, I know, he told me _all _about it." Kori grinned.

"What!" Exclaimed the indignant turtle. "Well, it wasn't _entirely _my fault."

"Uh, huh, I'm sure" Kori said with a yawn. _I'm just going to rest here a bit…_

* * *

Mikey watched from the corner of his eye as Kori lost her fight against sleep. Once he was sure she was sound asleep, he gently picked her up and headed towards his room.

"Just where do you think you're going?" Raph said, walking out of the dojo.

"Figured she could use some sleep in a real bed and not on one of Don's tables. I can sleep on the couch tonight."

"Whatev'" Raph rolled his eyes.

* * *

After Kori was tucked into Mikey's room, the four turtles and Splinter gathered in the dojo to discuss their guest.

"So she seems like she's on the mend. She told me she remembers her distant past, but her recent past is patchy. Growing up is easily remembered, but as to how she ended up unconscious in the sewer turning into a bobcat, there's no memory. Or at least not one she's sharing. I don't know if it's temporary, but she may regain those memories and it's hard to say what might trigger it." Don explained to the group.

"How do we know we can trust her? She may represent a danger to us." Leo pointed out. "I would guess she has somehow come in contact with the same mutagen that changed us."

"True, my son, but it does not seem that happened willingly. I believe that our guest needs not only security but kindness. Be her friends, my sons, and we may find out what has so violently changed her life."

"Yes Master Splinter." The four brothers agreed with varying levels of enthusiasm.

* * *

All encompassing terror, fear, pain, chased, run! Emotions coursed through her. No matter how fast she ran she never gained any ground. Each step was agony but she must keep going. Run, run, run!

"Yo, dudette, Kori? You're safe, hey wake up." A gentle voice broke through the nightmare's fog of pain and fear. Kori struggled back to the awake world. Finally awake, she realized she was panting in fear and completely tangled up in sheets, on a bed. _Huh? Where? _She was disoriented for a moment until a slight movement from the direction of the voice caught her attention. A sleepy but concerned face peered at her. The orange bandana around his neck gave Kori the clue she needed to figure out which brother came to wake her up.

"Michelangelo? What?"

"I walked by, heard you thrashing around, and wanted to make sure you were ok. Are you?" Sleep fogged blue eyes looked at her.

"Yeah, just a bad dream, can't really even remember what it was about, just badness. I'm sorry." Kori started to disentangle herself from the cocoon of sheets.

"Alright, if you need to talk, I'll be in the living room." Mikey stood up to go.

"Where am I?" Kori asked, sounding a little lost.

"Ah…you're actually in my room, we don't usually have many visitors, so not much need for a guest room. Figured you'd want to sleep in a real bed rather than the one in Don's lab. We got a room we can turn into another bedroom just so long as you don't mind bunking next to Master Splinter."

"I…no of course not. I didn't mean to put you out, Mikey."

"Not a problem, dudette. I'm just that much of a gentleturtle." Mikey cracked a grin. "Goodnight Kori."

"Goodnight Mikey." Kori grinned. Mikey slipped out the door shutting it quietly. Kori rolled over and curled up with a gentle smile on her face.

* * *

Mikey lounged on the couch thinking of their visitor. Don was interested in how she had been changed and how they might change her back. Leo was worried about her change being the tip of the iceberg. Raph was, well not worried, but convinced their visitor was troubled. Mikey wasn't really sure what to think of her. _It will be nice to break the testosterone of this place up a little bit for once, _he thought to himself as he drifted into sleep.

* * *

The next time Kori awoke, she was alone in the room and couldn't hear anything in the hallway. She poked her head out the door cautiously and was met with an empty hallway. She wandered down the hallway, down the stairs and into the living room area. That room was also empty. Started to get a little alarmed, Kori crept around the lair looking for the turtle brothers and their sensei.

"Good morning, my child." Kori shrieked and whirled around to see that Splinter had managed to creep up on her. "My apologies, I did not mean to startle you."

"That's ok," Kori said with a nervous laugh, "It's better than a cup of coffee."

"My son's are currently doing their morning workout in the dojo," Splinter explained and gestured to a closed door with one paw, "You are welcome to watch, or join, if you wish."

"Um, watch for now. I don't think I'd last more than a few minutes." Kori frowned; feeling this weak and helpless was getting old quickly. Splinter gave her a nod and motioned for her to follow him into the dojo. The room looked vaguely familiar. A familiar face popped into her head, a friend, she had been watching her practice. _No, a test to advance to the next level, _whispered her subconscious. "Chelsea?" Kori whispered weakly. Her legs felt weak, then collapsed and she sat down, hard.

Immediately, activity in the dojo stopped. The four brothers looked at her worried as Splinter knelt down next to her. "Are you alright, what happened?" He placed a comforting paw on her shoulder.

"I…I remember. Not everything. But coming in here, reminded me of watching a friend. Test for a belt? Some sort of martial arts." She looked at each of her hosts in turn, looking lost and confused.

Donatello knelt down next to Kori and Splinter. "It's ok. I know it's sudden and overwhelming. But it seems like you're going to remember, if only at first in small chunks." Don said soothingly.

Kori looked up into sympathetic brown eyes. "I know," she said with a small waver in her voice. "It's overwhelming, but I'm happy I remember. I'm so sorry to interrupt." Donatello and Splinter stood up. Donatello offered Kori a hand up.

"Back to practice." Splinter commanded. He led Kori over to a couple of cushions on the floor by the wall. As they watched the brothers paired off and began sparring. Splinter explained some of what they were doing. Kori was struck at how graceful the brothers looked, and how deadly. Watching the brothers, Kori was able to pick up a bit more of their personality. They all had obviously trained together, but at the same time they all were different. Mikey seemed to bounce in and out of reach with endless enthusiasm. _Kind of like a demented bouncy ball, _she thought with a small giggle. Donatello was more methodical, scientific almost. _Fits with the lab, I guess. _ Raphael was a surprise, because in him she saw a fire of passion. Leonardo was also a surprise, he was as opposite to Don's scientific approach as you could get. _He seems to emphasize the artistic aspect of martial arts, _she thought. As Kori observed the brothers more, Splinter had taken control of the workout, clearly issuing commands and critiquing the brother's performance.

Splinter watched their guest out of the corner of her eye. He was not entirely sure what to think. On one hand, his heart went out to her, obviously something traumatic had happened. But on the other hand, she clearly had contact with either the substance that was responsible for his and his sons' change or something enough like it, it didn't matter. Splinter resolved to help this stranger, but to remain vigilant in case she revealed knowledge critical to his family's safety.

As Splinter called an end to the practice, the brothers because a series of slower movements, gradually cooling down tired muscles. They ended the practice with a short period of meditation. The peaceful atmosphere of the dojo almost lulled Kori to sleep again. She came back to herself with a start as Splinter stood up next to her.

"Hope ya'll are hungry, cause I'm gonna make breakfast!" Mikey announced before taking off towards the kitchen.

"Is that a good thing?" Kori asked, truly confused.

"That would depend on what he decides to make. Come on, Kori, I just want to run a few quick tests before Mikey gets done making breakfast." Donny motioned for Kori to follow him out of the dojo. Kori followed Don into his lab a little uneasily, but as she stepped into the lab and saw the corner with the medical equipment she was filled with a feeling of familiarity.

Donny watched their guest look around his lab with interest. He was surprised she had started to remember so quickly after such a long time unconscious. _It will be interesting to see what she remembers and what triggers it, _the scientific part of his brain thought. "If you could just sit on the table, I just want to take a quick look at you and make sure everything's working like it's supposed to." He said nodding towards the table Don used as an exam table.

Kori sat on the table while still looking around at the equipment that was familiar but wasn't. Don cleared his throat to get her attention, and her gaze snapped back to him. She gave him a sheepish smile and muttered an apology. Don proceeded to shine lights in both eyes, test her reflexes, and asked her various questions.

Don pulled a chair up facing Kori. "I know you haven't known me very long," he started uncertainly, "but I would really like it if you talk to one of us. About what you remember, what you're feeling, anything. I'm worried if you start bottling things up, what I mean is, well….you know." He trailed off.

Kori nodded warily. "I guess I can do that." She fidgeted a little, avoiding meeting Don's eyes. "Earlier, when you guys were working out, I just remembered a flash of a friend testing for a higher level. And when I walked in here, I got a feeling of familiarity, but not really." She looked around again, with a slight look of confusion on her face. "It's like I remember these things, but only slightly different." She shook her head. "I'm sorry, I'm not making much sense, and it's really not helpful." Kori gave Don a small sad smile and shrugged.

Don awkwardly patted her shoulder. "It'll come in time, it's ok."

"You guys gonna eat or what?" Mikey hollered from the kitchen.

Don looked back at Kori and rolled his eyes, "Come on, I don't want him barging in here."

Kori followed him back to the dining room with a grin.

* * *

A few weeks had passed and Kori was slowly adjusting to living with the four brothers and their father. She laughed and joked with Mikey and was drawn to Don's lab. She started watching the brothers practice every morning, but declined joining them. The part of martial arts that resembled a dance was very appealing to her, but when it came to using those graceful moves for their true purpose, something inside her quailed. She didn't spend much time with Master Splinter outside of joining him in observing practice, but she was very drawn to him in a father figure sort of way. Leonardo truly intimidated her and Raphael frankly just scared her so she tended to avoid them both when possible. Kori seemed to spend a majority of her time with Mikey. She really enjoyed his company, he made her laugh. When they were joking around, she almost forgot about her lost memory and her changed state.

After the first week, the brothers had cleaned out a room they had been using for storage for Kori to use as a room. They were somehow able to keep it a secret until they were able to get the basic furniture for it. The walls were bare compared to the brother's room, but it was space all her own. She had begun to feel guilty every time she saw Mikey sleeping on the couch.

Unknown to the brothers, she was remembering her past life in small segments, and mostly in her dreams. She knew now why Don's lab seemed so familiar, but different. Kori was almost certain she worked in a lab before whatever happened to change her. She also remembered she was an orphan, and hadn't had a very good childhood, even though she couldn't remember much in the way of specifics, just a heartbreaking feeling of loneliness. Although Don had assured her she could talk to any of them, she didn't feel comfortable talking to them until she got sorted out who she was.

* * *

Kori woke from a deep sleep gasping. She had been dreaming again, and this one involved overwhelming panic, running, and pain. But just on the edge of remembering, she had woken up. Growling, she punched her pillow in frustration. Not knowing was killing her.

Kori tossed and turned trying to return to sleep, but it seemed to stay just out of reach. With a silent snarl, she got up and glided out the door. She had found out earlier that week, if she tried, she could walk silent enough to sneak up on Mikey. Remembering his utter surprise brought a small smile to her face. She prowled the lair restlessly, needing to get out pent up energy, but not wanting to wake up the other residents.

With a start, Kori realized she was at the door of the dojo. She slipped inside and closed the door so there was only a small crack left open. Turning on the lights, she looked around, a vague idea forming. Sure enough, there was a small CD player shoved in the corner with an equally small stack of CDs next to it. The names of the artists were unfamiliar to her, so she chose one at random and turned it on. Poets of the Fall quietly started playing.

Almost without conscious thought to what she was doing, Kori started stretching muscles for so long had been inactive. She slipped into a warm up routine without even realizing it. When the next song came on, she lifted up on her toes and started dancing. She couldn't remember the names of the moves, or even when she learned them, but they came to her almost as easily as breathing. Relaxing into it, Kori danced her confusion, fear, and sense of loss. By the time the CD finished, Kori was panting with exhaustion. Doing a few quick stretches, she returned the CD to its case and turned off the dojo's lights.

She made it back to her room without seeing anyone, and she heaved a sigh of relief. After being able to express so much of her pent up emotions, Kori fell asleep almost as soon as her head hit the pillow.

* * *

Mikey made it back to his room before Kori realized she had an audience. He had never seen anybody dance like that outside of the occasional tv show. The emotion that was poured into the dance had taken Mikey's breath away. He felt a little guilty, almost like he had been eavesdropping on a personal conversation. _I'll tell her, if she brings it up first. _He thought with a mental shrug.

Mikey had a hard time getting back to sleep. But every time he closed his eyes, he saw Kori dancing.


	3. Chapter 3

**Hello again! Thank you so much for reading, as always, I do not own TMNT or it's characters. C&C greatly appreciated!**

Carnival of Rust Chapter 3

Kori started making a habit of sneaking into the dojo at night. The more she began remembering, the more she craved the release dancing gave her. When she danced, all the anger, fear, and confusion came out in the dancing, and she was able to sleep. She felt purged of the pent up emotions. She longed for someone to talk to, but she didn't think any of the brothers would handle the news that she worked in a research lab very well. Especially once she got to the part that she was doing genetics research, and they used animals as test subjects.

So she danced, she danced and longed to forget again, to start over. At times she felt more animal than human, and most of the times she didn't know what she was or where she stood in the grand scheme of things.

She longed to share her feelings with the orange clad turtle.

Kori longed to share, and yet feared it. A short time ago, she would have said such a mutation as herself and the turtle brothers were not scientifically possible, and now she realized she had feelings towards one. Not to mention she was one herself!

So she danced.

* * *

Michelangelo never meant to make a habit of watching Kori dance. But after the first night he saw her dance, he was addicted to watching her. She poured such emotion into dancing, and she had a fluid catlike grace that no human could ever match. He felt guilty, watching what was obviously personal, but like any addict, he couldn't stop.

In her dance, he saw loneliness, fear, pain, and uncertainty, but he never saw that outside of her dancing. Michelangelo wondered what she was expressing when she danced.

* * *

Donatello was keeping an eye on both Mikey and Kori. Both seemed to be sporting dark circles under their eyes from lack of sleep. Kori seemed peaceful, almost as if she was dealing with an inner turmoil in some secret way. Mikey almost seemed haunted, as if he was seeing something he wanted that was just out of reach. Both of their behavior was puzzling. Kori's he chalked up to recovering from whatever ordeal she suffered along with regaining lost memories. Donatello had no idea what was triggering the change in Mikey.

Raphael, Leonardo, and Splinter were also keeping an eye on Kori and Mikey. Raphael was convinced Kori was up to something. Leonardo was convinced she was haunted by something that was dangerous to his family. Only Splinter guessed at the feeling developing between the two as well as Kori's inner turmoil.

* * *

Kori paced up and down the dojo. She had already been there for a few hours trying to purge pent up emotions. For some reason, dancing did not seem to be helping tonight. If anything, she was more wound up now than when she had originally snuck into the dojo. None of the songs were striking the right chord to release her pent up emotions. She shot the cd player a glare and snarled quietly. She sat down next to the player and shuffled through the cd's one more time. Pulling out one of the Poets of the Fall cds, she slammed it into the player, pressed play, and stalked to the middle of the floor to wait for the music.

Melancholy strains of music drifted from the player. Kori took a deep breath, and tried to quiet her mind.

_Do you breathe the name, of your savior, in your hour of need._

As the song started, Kori closed her eyes, and reached into herself, and admitted the truth. She had developed feelings for the orange clad turtle. She missed her old life, but for the first time she was feeling like she might finally be happy. She might be able to actually have a life that she didn't constantly feel the need to prove herself. Moving slowly, she raised herself up onto her toes.

_And taste the blame, if the flavor, should remind you of greed._

_Of implication, insinuation, and ill will, til you cannot lie still._

_In all this turmoil, before red cape and foil, come closing in for a kill. _

Of all things, she craved acceptance. Not for what she had accomplished, but for who she was. Now, all the time and effort she had put into her career seemed so hollow. Especially since her career in genetics research looked so different from her current situation. She wanted the brothers and Master Splinter to know who she had been, and who she wanted to be. But Kori was afraid to explain it to them, she feared they would hear what she used to do and reject her out of hand. So she danced.

* * *

Mikey hovered in the shadows of the dojo, he was beginning to recognize a restlessness in Kori that seemed to coincide with her sneaking into the dojo to dance. After picking up on that, he decided to find a better position to watch her from. So after everyone else went to bed, Mikey went into the dojo and found a hiding place among the old discarded pieces of equipment. In the hours he had to wait, he had plenty of time to think.

He liked Kori, he really liked her. He liked having a friend other than his brothers. He liked having someone to talk to, to joke with, to watch tv with. A part of him wanted to admit he liked her as more than a friend, but a part of him was afraid of losing a friend. On the verge of admitting to himself he wanted more than friendship, she heard Kori's whisper soft footsteps.

Kori seemed more irate than normal. She started playing multiple different songs, but none of them seemed to please her. She shot a glare at the cd player and snarled in a very feline way. Mikey barely caught himself in time to keep from chuckling. She slammed a new CD in the player with a force that makes him wince; it was his player after all.

As the opening chords of the song drift from the player, Kori let out a sigh and started stretching. Muscles rippling smoothly under lightly furred skin, Kori lightly went on pointe and started to dance. From his hiding place, the orange clad turtle had a much better view than from skulking in the doorway. As she danced, Mikey was struck dumb.

* * *

_Come feed the rain,_

_Cause I'm thirsy for your love_

_Dancing underneath the skies of lust_

_Yea, feed the rain_

_Cause without you my life ain't nothing but this carnival of rust._

Kori thew herself into the dance as she finally told herself the truth, she was falling in love with a giant mutant turtle. She was happier than she had been her entire life in the sewers with this strange family. She was intrigued with her new body, as she regained strength, she was discovering she was more limber and stronger than she ever remembered being. She knew she couldn't walk above ground anymore without people running away in fear, but it seemed like a small enough price to pay for this happiness.

She was also scared beyond words. Kori hated hiding her past, which she now remembered, from the brothers. If she told them, she feared rejection, disgust at her chosen career of genetic research. In her past life, it seemed like a way to better the world, hopefully lead to medical breakthroughs for seemingly incurable diseases. But now, with this whole new perspective, it seemed evil, especially since she now knew the goal of the lab she worked for, the lab that had ended up altering her life forever.

_It's all a game, avoiding failure when true colors will bleed_

_All in the name of misbehavior and the things we don't need._

_I lust for after no disaster can touch us anymore_

_And more than ever, I hope to never fall, where enough is not the same it was before._

She had thought she was finally happy in her old life, and now she saw how empty all that was.

* * *

Mikey couldn't quite tack down the emotions he was seeing in Kori. In her dance, he saw regret, fear, and sadness, but he also saw joy and hope. He wondered what she was feeling, longed to hold her, talk to her, and to comfort her. She paused her dance in front of the weapons rack that stored the brothers' weapons. A small smile played across her lips and she looked at them. She gently touched Mikey's nunchuks and her smile grew a little broader. Seeing that smile in reference to something so strongly associated to him made Mikey's heart flutter with hope. He wondered if she could possibly feel the same as he did.

As the chorus started again, she flung herself away from the weapons rack and began dancing again.

* * *

_Come feed the rain, cause I'm thirsty for your love_

_Dancing underneath the skies of lust_

_Yeah, feed the rain_

_Cause without your love my life ain't nothing but this carnival of rust._

What would she do if she told them and they rejected her? How could she not tell them? Kori felt her heart torn in two different directions. She wanted to tell Mikey, wanted to look into his eyes and share her burden, wanted to hear him tell her it was all alright. Kori also wanted to pretend she never remembered, to hide it, and never have to worry about their rejection.

Tears streaked down her face as these two desires tore her heart apart. She threw herself into the dance wishing to forget. As the singer held a high note, Kori rose up onto one toe, arched her other leg and arms back so her head and foot almost touched.

Kori felt a slight wobble and then her supporting leg's ankle gave out. She crumpled to the floor with a quiet cry. She stayed crumpled in a heap, feeling lost, confused, and lonelier than she'd ever felt as tears slid down her cheeks.

Mikey was halfway out of hiding before he stopped himself. When Kori went down in a heap, his heart jumped into his throat. He was torn between wanting to hold her and make sure she was ok, and staying in hiding. Indecision held him halfway out of hiding.

"Michelangelo," Kori said quietly. Mikey thought she had seen him for a moment before realizing Kori was talking to herself. And then Kori looked up, and saw Mikey crouching half in and half out of the shadows. "Mikey?" This time her voice was full of confusion and a little fear.

_Don't walk away, don't walk away_

_Oh, when the world is burning_

_Don't walk away, don't walk away_

_When the heart is yearning._

"Ah…Kori, I'm sorry….I…."Mikey stuttered lamely, failing to come up with any excuse.

"I…I'm sorry." Kori looked up at him tentatively, hopefully. Mikey felt his heart breaking as she bowed her head and tears started falling down her face faster. Mikey was kneeling by her side in a moment. He wrapped his arms around her shoulders a little awkwardly. Kori turned her head into his plastron and cried.

"Hey, Kori, it's ok. Whatever's wrong, it'll be ok." He murmured to her.

Kori felt herself relaxing into Mikey's embrace. His warm breathe murmuring in her ear gave her a little thrill. She turned in his embrace and looked up at his worried blue eyes.

"Mikey…" She leaned up the last few inches and kissed him. His blue eyes grew wide in surprise, then he kissed her back.


	4. Chapter 4

**Hello! Still don't own TMNT or the characters...sadly.**

Carnival of Rust Chapter 4

In the morning, Kori joined the brothers in the dojo to watch their morning workout, like normal. But this morning, she found herself watching Mikey almost exclusively. For once she was glad for her new coat, it hid the blush she felt spreading across her cheeks.

After the surprising events of the night before, Kori had bolted for her room. She was mortified that Mikey had been watching her, embarrassed by her break down, and thrilled with the fact that Mikey definitely kissed her back. Her retreat to her room had left things up in the air, she didn't know how Mikey felt. What truly scared her, was that Mikey didn't know about her past. The thought that she might have finally found someone that might reject her due to her past life made her chest constrict. She needed to talk to him, but away from his brothers.

It didn't help that her resolve kept getting distracted by the way Mikey moved…

* * *

Mikey was having a really hard time concentrating on the workout this morning. He could feel Kori's eyes on him the whole time. He grunted when Raph's kick landed on his plastron because his block wasn't fast enough.

The events of last night kept replaying in his mind. Kori crying on the floor, holding her in his arms, her kissing him, him kissing her back, and then her bolting for her room. Long after Kori was gone, Mikey sat in the dojo wondering what the hell he did wrong. He just hoped kissing him hadn't thoroughly disgusted her. A giant mutant turtle probably wasn't her idea of a perfect guy he thought bitterly. He prayed that she was able to see past his shell, past his green skin, to the soul beneath.

He was relieved when Splinter called an end to the work out. He gratefully started the cool down stretches. He was unable to focus during meditation, flashes of Kori danced across his mind when he closed his eyes. _I need to talk to her, alone, without everybody around. _Michelangelo decided. _But how?_

Once they were done with the morning practice, Mikey stalked out of the dojo to the shower.

* * *

The other three brothers, Splinter and Kori watched Mikey stalk out of the dojo. Raphael, Leonardo, and Donatello were puzzled by their normally jovial brother's behavior, but left the dojo to start their day. Kori was getting up to follow the brothers when she felt a gentle touch on her arm. She turned to face Splinter.

"My child, you have seemed distracted this morning. I have a feeling your distraction and Michelangelo's are related."

"I...uh...well...it's kind of a long story."

Splinter chuckled, "I believe a cup of tea over a long talk is in order." Splinter stood up and offered Kori a hand. The three remaining brothers tried not to look too curious as he led Kori to his room and firmly shut the door.

"Huh." Raphael narrowed his eyes suspiciously.

* * *

Kori paced into Splinter's room a little nervously. "Please my child, make yourself comfortable. I have a feeling you need to unburden yourself and are not entirely sure who you can talk to. Would you like some tea?"

"Yes, on all counts, sir." Kori sank down on a cushion gracefully. She accepted a steaming mug of tea from Splinter and cupped it in her hands. "I'm not entirely sure where to start."

"I have found," Splinter sat on a cushion facing Kori, "the beginning is usually as good a place as any."

Kori chuckled weakly, "I guess so. My parents were killed in an accident when I was 10 years old. I was an only child with no close family that would take me, so I was put into foster care. I grew up like a lot of kids in the system, shuffled from foster house to foster house. They took care of me, but never did any more than they had to, they never loved me. By the time I got to high school, I was average, I had no direction. I was smart enough to get decent grades without trying and I saw no reason to exert myself to get straight A's."

" Until Mr. Linn, our biology teacher took me under his wing. He opened my eyes, and got me motivated to do well and make something of myself. Naturally, biology became my favorite subject. I got straight A's through the rest of school, got a scholarship to college, and eventually made it through veterinary school. I got one of the most valued internships and residency with a research lab." Kori was staring fixedly into her mug. "My main interest was in genetic research."

If her words disturbed her listener, he did not show any signs of it. With a sigh, Kori continued.

"I didn't want to play God, I just wanted to make life better. Cure diseases, maybe find a treatment for cancer, that sort of thing." She looked worriedly at Splinter. "Please, you must understand, I didn't want something like this." She motioned disgustedly to herself. "I just wanted to make the world a better place." She finished with a whisper.

"Child, I believe you. You seem to have a good heart. I have watched you with my sons, Michelangelo in particular. You have an innocent way about you. I fully believe that you were pursuing what you felt was worthy work. Unfortunately, there are people in this world that are not so inclined and will do whatever they feel is necessary to achieve their goals. You do not offend or disgust me with your chosen profession. Do not feel you have to defend it or yourself to me." Splinter patted Kori's clenched hands. "Please, continue, for I feel there is more to this story."

A huge weight lifted from Kori's shoulders. She hadn't realized how much that information had weighed on her. "Thanks you, sir. And you're right, there's a bit more yet."

* * *

Mikey let the steaming water pour over him. He just wished he could wash away his troubles as easily as taking a shower. He wanted nothing more than to talk to Kori without his family interrupting. He also feared that same conversation. Surely Kori was developing feelings towards him, too. She had kissed him, after all! He got out of the shower and spend quite a few minutes staring at himself in the mirror trying to get his feelings sorted out. A plan started to form in his mind. As the plan formed, his normal cheer started to come back to him. He toweled himself off, then went to join the rest of his family.

* * *

"After finishing my internship and residency, I was able to land a job with one of the leading genetics lab in New York. It was a beginning position, mostly monitoring the health of the animals in my care as well as formulating smaller projects on my own. I hadn't been with the lab for more than 6 months when there was an incident."

"I had been told to take some animals to a different part of the building than where I worked. Some accident elsewhere had left us shorthanded, so everyone was scrambling. I thought nothing of it, until I got lost. I walked into a lab and was halfway into the room when I realized things were quite different than I expected. There were a number of scientists, but there were a number of people that weren't really people."

Alarms started going off in Splinter's head. Here was where any potential threats to his family lurked. He tried to keep outwardly calm so as not to startle their guest.

"I know now, they were all mutants. The ones I remember all seemed like they were female, no males for some reason. There was a bird, horse, and a few others I didn't get a good look at. But what got me to look up wasn't the contents of the lab, it was the fact I bumped into someone. That someone spilled a large amount of phosphorescent stuff on me. I didn't understand why, but all of a sudden, I was the center of attention."

Kori's eyes dilated with the remembered fear and confusion, her hands gripped the now forgotten tea mug. She took a deep breath and let it out slowly. "Before I knew it, I had been bundled into a secluded observation room. They wouldn't let me out, they wouldn't even talk to me! A few days later, a few people came it and escorted me to a lab room. They drew blood but completely ignored my questions, it was like they couldn't even understand me! I finally calmed down to listen to them, I caught enough conversation to realize a little about what was going on. That I was now part of an experiment with a chemical. Apparently they had it spread around that I was an 'unfortunate victim of a lab accident.' Which, looking back was truer than I thought. I was scared, I wanted to go home. So, I tried to escape. It didn't work, at least not at first."

She looked up at her audience and grinned weakly. "Each time I got a little farther, and each time they tried a little harder to...deter me."

Splinter cocked an eyebrow at her, "Donatello described some of your injuries when you first came to us. I'm assuming you mean that not all of those are from the night of your escape?"

"Not all of them by far. Really the only injury I sustained in my escape was the scratches across my back. Some of the guards were quite...brutal." Kori's voice started to thicken with tears, and her speech became halting as she tried to get her story out. "They already had some experience at...subduing the other women. And I was causing enough trouble, they were pretty much given...free reign with me. It started with beatings, and escalated from there. I had never...slept...with a man before, I imagined my first time would be so...different." Tears poured freely down Kori's cheeks. Splinter's heart went out to her, it was a heartbreaking tale. "The last time one of them was...disciplining, no beating me. I manage to knock him out. I hope the bastard's head is still ringing," she snarled. "I stole his badge and was able to make it out of the lab almost undetected. Right as I was running out the front door, I was spotted. I was hit with some sort of tranquilizer, and all I could do is run as fast and as far as I can." Here she looked up into Splinter's eyes. "I thought I was dying, all I wanted to do was escape to where they couldn't touch me anymore. I had no idea I would pull your family into this, and I am truly sorry."

Splinter met her eyes squarely for a few moments. All he saw there was honestly and guilt. He smiled as he took her hand. "You have a very sad, and enlightening tale. One, I fear, that would have involved my family, with or without your involvement. At least now, we are forewarned and can guard against it." With a dry chuckle, he changed the subject, "But you have yet to explain why you and my youngest son are so distracted today."

Kori blushed such a bright red that it was visible through her tawny coat. "As I started to remember, I couldn't sleep. I used to dance, it helped me keep my sanity. So at night when I couldn't sleep, I've been sneaking into the dojo and dancing. Last night, I was particularly restless, I was dancing. I fell, Mikey was there...wait a minute." A look of confusion crossed her face. "He wouldn't have been on that side if he had just walked in...he was spying on me! He was spying on me and I...I kissed him!" Confusion, followed shortly by anger, passed across her face.

"Child, I believe Michelangelo has been ensnared by your dancing. I have noticed for the past few weeks you both have been short of sleep. He mean no harm, in fact, I believe he meant it as the highest compliment. Maybe before getting upset, you should take the time to talk to him? But I must ask, are these possible feelings he has for you unreciprocated?"

"Aaah, I'm not sure, I'm still trying to figure that out myself. But I think...I think I might feel the same way." If possible, Kori blushed even brighter. "But, I want to be the one to tell him about my past. I'd just rather it be the two of us."

"Ah, I think I understand." Splinter reached across to Kori and patted her knee with a wicked grin, "I think we can arrange something."

* * *

"So fearless, what do ya think of our new furred friend?" Raphael was leaning on the wall in the doorway.

"Well, she seems to be wary of you, so I'd say she's smart." Leo said without looking up from the cup of tea he was making.

"Real funny, har har. But you can't honestly tell me there's something she's keeping from us."

"Well, I am a little worried about what changed her. I can't imagine that we won't get involved somehow."

"That's what I mean!" Exploded Raphael. "This is bullshit! She's not telling us everything, it is going to put us in danger, and we're just going about it like she's some damned invited guest!"

"Language, Raphael." Leonardo warned, narrowing his eyes. "But yes, I share some of your worries."

* * *

Walking by the kitchen, Michelangelo heard his brother's raised voices.

"This is bullshit! She's not telling us everything, it is going to put us in danger, and we're just going about it like she's some damned invited guest!" Raphael snarled.

Mikey heard Leo's response and his eyes first widened in surprise then narrowed in anger. "Language, Raphael. But yes, I share some of your worries."

Michelangelo shoved his way past Raphael into the kitchen, but Raphael's sneering voice stopped him dead in his tracts.

"Watch it loverboy, those of us that care about this family are talking."

"Raphael!" Leonardo glared at his hotheaded brother.

Mikey turned to face Raphael, blue eyes narrowed in anger. "What, loverboy, did I hit a nerve? Don't tell me you actually have feelings for that furred freak."

Before the anger could ignite between the brothers, and the words turn to blows, Splinter's voice erupted from the doorway.

"Raphael! Dojo, now! Leonardo, go get Donatello. The three of us need to talk." Splinter's normally calm voice held a sharp edge of anger, his tail lashed back and forth with irritation. Splinter took a deep breath, and let it out slowly before continuing. "Michelangelo, I believe our guest could use some time out of the lair. You may take her topside, but only if you are extremely careful."

Raphael stormed out of the kitchen past Splinter towards the dojo. He realized with a start, Kori was standing behind Splinter and tears were leaking down her face. She refused to look at Raphael. Guilt mixed with the anger to make him feel worse. He stomped to the dojo and started practicing with the hanging bag.

* * *

Michelangelo's temper was boiling over. A gentle paw on his arm brought him back. "Gently my son, you were not the only one hurt in this." Splinter whispered to his son. Mikey looked behind Splinter and saw Kori with tears tracking down her face.

"Hai, sensei. We will be back in a few hours."

Mikey walked past Splinter, saw Kori crying in the hallway, "Want to get out of here?" Kori just nodded then followed him out of the lair.


	5. Chapter 5

**So I guess I should add an author comment. Thanks to everyone who's read this and had encouragement. I am a slow slow writer and I'm quite sorry for that, but my muse must be seriously wound up the past few days!**

**I do not own anything to do with TMNT. I just wish I did :)**

**C&C much appreciated! **

Carnival of Rust Chapter 5

Kori followed Michelangelo watching his tense, angry shoulders. He took a deep breath, then stopped. "Come on, Kori, I got a place you just have to see." Mikey turned to face Kori with a weak grin.

Kori wiped her eyes and gave him a small smile back. "I...Mikey, I really would like to talk to you."

"Well this will be the perfect place, out of the lair and above ground."

"Ok. Where are we going?"

"You'll see."

* * *

"Please sit, my sons." Splinter motioned to his purple and blue clad sons to join him at the kitchen table. "I have learned about our guest's past. It is not an easy story to tell, but I believe you should hear it."

Splinter proceeded to tell Leonardo and Donatello the story Kori had just told him not a half hour ago. A war of emotions played across the brother's face. Pity when they heard about Kori's childhood, anger when they learned her chosen profession, and finally surprise mixed with anger and sadness when they heard about her time at the lab as part of the experiment. Leonardo showed faint amusement when he heard about how she escaped.

"But, sensei." Donatello began, "Why did she come to you? I've been asking if she remembered anything and she hasn't told me any of this!"

Splinter saw the hurt in his son's dark brown eyes. "I believe she saw me as someone similar to her father figure, and felt it easier to open up to me. Now my sons, I believe what changed her is a concern to us, and we should research this lab, but I do not believe she was involved in this 'research.' She seems to be truly good at heart.""

"Hai, sensei. But I cannot help but feel that she brought this trouble to our doorstep." Leonardo began with concern.

"I understand your reluctance, Leonardo, but this would have become our problem sooner or later. Would you prefer their research was allowed to carry on longer with who knows what results?"

Leonardo and Donatello exchanged looks, then nodded. "What about Raphael?"

Splinter's eyes hardened. "I will have a talk with him, and I will make sure he understands how deeply his words have cut."

* * *

Splinter entered the dojo and watched his hot headed son. He was laying into the bag with muffled grunts as his fists landed on the punching back with solid thumps. "Fucking damned it!" burst from Raphael's throat, to punctuate this, he landed a solid spin kick against the punching bag. The spin kick brought him around to face his father. "Sensai." He greeted Splinter with a bow.

"Come sit and talk with me, my son." Splinter relaxed into a crossed legged position. Raphael hesitated for a split second, then joined his father on the floor. "Explain to me, Raphael, after all the anger you harbor against those who refer to us as 'unnatural' and 'freaks' how you feel justified in referring to our guest in the same manner. Especially since you do not know the story behind her transformation." Splinter then just sat in silence and waited for a response.

Raphael bowed his head and took a deep breath. "I spoke out of anger, and worry for my family, sensei. I do not trust her. I don't know where she came from, if she's a spy, or anything about her!" He looked up with anger in his eyes.

"Then at least reserve your judgment until you hear her story."

"But when will that be?" Raphael exploded. "She just conveniently forgets everything that happened to her? I don't buy that, and neither should you!" He slammed his fist into the ground. "There's something she's not telling us, and until she does, I don't trust her."

Splinter eyed his son with a lift of his eyebrow. "Well I do know her story now, my son. And I trust her. Shall I tell you what she shared with me?"

An alarm sounded from Donatello's lab causing all in the lair to immediately focus their attention on it.

Leonardo, Raphael, Donatello and Splinter all met in Donatello's lab.

"My son, what is it?"

"Give me a second." Donatello tapped at his keyboard for a few seconds. "It's the panic button I installed in the shell cells." The purple clad turtle looked worriedly at the rest of his family. "Mikey's shell cell, to be exact."

* * *

Michelangelo led Kori out of the shadows to the edge of a small peaceful pond. "I can't believe this is in the middle of New York City!" She exclaimed.

"Master Splinter brought us here when we were younger, in one of our first trips above ground. It's called Turtle pond. I always found that funny." Mikey explained staring off into the distance with a slight smile on his face.

"It's so beautiful...but isn't it dangerous, couldn't we be seen?"

"Nah, well if we are, at this time of night, it's usually drunks or druggies. They usually figure I'm either a figment of their imagination or just some other nut bag dressed up for the shell of it." He giggled. "But usually I'm alone when I come here."

Michelangelo watched Kori stretch and breathe a deep breath under the night sky. "Don't get me wrong, you're home is amazing. But it's so nice to be above ground again." She looked at Mikey's bright blue eyes. "I don't know how you do it without going crazy."

"Well, we do typically go topside more often. Sometimes every night. We've just been playing it more careful so we don't leave you alone."

"Oh. Are we safe here, for a little bit? I really would like to talk to you, about a couple things." Kori suddenly became shy.

"Of course, I wouldn't have brought you here if it wasn't." Mikey grinned in what he was hoping was a reassuring grin. "Come on, we can sit under the trees, that way if anybody comes by, we'll be harder to see." They both settled under a large willow tree that had branches drooping to the ground. Kori proceeded to tell the orange clad turtle about her past, starting with her childhood through where was changed. Shortly into the story, Michelangelo silently stared into the distance. She wished he would look at her, smile, anything. She just wanted to know what he was thinking. Then she took a breath, took a chance, and told him the feelings she was beginning to develop for him.

"Kori, I...watch out!" Kori found herself shoved out of the way. She heard Michelangelo grunt. She looked up from where she was sprawled on the ground and saw him pluck a dart from the muscle of his arm. "Kori, run, hide, I'll find you." Scrambling to her feet she darted under the trees, dodging back and forth, panting in fear. A short while later, she doubled back, and stalked back to where she had left Michelangelo. She was scared to death, it was like her nightmares made real. But she refused to leave Michelangelo.

Hidden in the boughs of a nearby tree, she watched the fight unfold. The orange clad ninja seemed to become unsteady on his feet, but he still managed to knock out quite a few of their hunters before he became so unsteady he fell to his knees. The black clad antagonists approached with caution, but stayed out of range.

"Did you see where she went?"

"No, damned it. We were supposed to bring her back. He was very specific on that."

"At least we can prove the existence of these "wild" mutants to the boss."

"Do you really think he's going the care? Find her, I don't care if we take her back alive or in a body bag." Snarled one of the mysterious men.

Snarling, Michelangelo charged at the man that spoke last. "Over my dead body."

He smirked at the turtle, "Hit him again." Mercilessly, one of his companions hit him with another dart. He struggled to rise to his feet, but quickly fell over.

"No!" The cry ripped through Kori's throat. She jumped down from her hiding place and slowly paced into the clearing with her hands in the air. "Please, leave him along. I'll cooperate, please, just don't hurt him."

The black clad strangers eyed her for a few seconds.

"Ah hell, we only have the equipment to take back one of them anyways. If the turtle's still here, we'll come back to get him. Restrain her." The leader ordered. He nudged a barely conscious Mikey with his foot. "He should sleep through the next 24 hours with that much sedative in him anyways.

"Kori...no..." Michelangelo whispered as he watched the men restrain Kori and lead her away. He barely had time to hit the panic button on his shell cell before the darkness overwhelmed him.

* * *

The three brothers cautiously approached their prone brother, fearing for him but also wary of an ambush. As soon as it was apparent they were alone, they rushed to their brother's aid.

"Donatello, what's wrong with him?" Leonardo stood guard while the purple clad turtle checked their youngest brother over.

"I don't know, probably some sort of sedative." He plucked the second dart from his arm. "His vitals are strong, I think he'll be ok, but I won't know for sure until we get him home."

"Where's that damned cat." Raphael demanded, scanning the surrounding park.

"Raph, Leo, I can watch Mikey, take a quick look around. See if you can find anything."

After a short time of looking, Raphael called out to his brothers. "They went this way, her and a lot of people wearing boots."

"Let's get Mikey back to the lair. If we can get him to wake up, he can tell us what happened." Leonardo ordered. Leonardo and Donatello hoisted their youngest brother between them and Raphael guarded their back as they made their way back home.


	6. Chapter 6

Carnival of Rust Chapter 6

By the time they reached their destination, Kori was wearing a set of shackles on her wrists and a set on her ankles that forced her to take small quick steps. A snare was looped around her neck and attached to a rod, the other end held by one of her captors. Her shoulders slumped in defeat, and passively went where she was led.

Once deep within the building, she was led into a room. Along the walls were 4 cells of clear, what seemed to be sound proof material. Two were empty, but one held a vicious looking bird mutant. Her beak opened in what Kori assumed was a scream, but she couldn't hear it. Her captors started to lead her into the last of these rooms, she struggled fearfully until the muzzle of a gun was pressed into her back, causing her to freeze. "Go in, or get drug in." Tentatively she entered the room. Once halfway in the sparse room, one of her captors latched and locked a cuff around her ankle. Attached to the anklet was a chain that ran to the far corner of the cell. Her wrist and ankle cuffs were removed, and the snare was taken from her neck. But even though there was a clearing for her to run out the door, the chain attached to her ankle kept her from even trying.

Her captors left, shutting the door behind them. Enveloped in silence, Kori crept to the far corner of her cell. A doctor in a lab coat walked up to the front wall of her living space, pressed a button on the wall and started talking. "Welcome back. Unfortunately we have missed the interesting part of your changes, but no matter. You are a very important part of our research now, we've never been able to change a full adult. All of your coworkers believe you are dead. You have no family. If you have any intelligence left, I recommend you cooperate. If you do, we can make the rest of your life as comfortable as possible. If not, well, you may never leave this cell unless unconscious or dead."

Still holding down the button, he was obviously waiting for a reply. Filled with disgust and hatred, Kori's only response was to hiss and throw herself at her tormentor. Her ankle chain brought her up short, sending her sprawling to the floor. "Pity." He turned and walked away, again leaving Kori in chilling silence.

* * *

Drug fogged blue eyes opened to see worried brown eyes behind their customary purple mask. Michelangelo struggled to sit up, his brother's hand on his plastron kept him down. "Easy, Mikey. You've been drugged, you have to let it get out of your system." Donatello looked over Mikey, "He's going to be out of it for awhile yet, I'll let you know once he comes out of it." Looking back at his prone brother, he added, "Rest, the quicker you get this out of your body, the quicker you can help find Kori."

Donatello regretted his words as Mikey's eyes snapped open and he sat up abruptly. "Kori! They took her, she's..." His eyes rolled back in his head as he passed out. Donatello and Leonardo were able to catch him before fell off the bed, and eased him down. Leonardo looked at Donatello, "I guess that means she was taken."

"Yeah, but where?"

* * *

Raphael was at April's apartment, explaining their missing guest. "So that's why we've been keeping a low profile recently." He took the soda April offered him. "Now the furry feline is missing and Mikey's out of it from whatever he was doped up with. Don't suppose you've heard any rumors of a lab doing unusual genetics research?"

"No, believe me, you guys would have been one of the first I told. But I'll definitely be keeping my ears open. Is there anything else I can do? " April looked worriedly at her friend.

"Nah, I'm glad she's gone, seemed like she'd be nothing but trouble."

"Raph! I thought you'd be happy to find another mutant like you."

"Let's get something straight, April. She ain't nothing like me, and she ain't family. And no offense, but a woman in a house full of guys? That's got trouble written all over it. Thanks for the help, I'll let ya know if we find anything." Raphael got up and was prepared to storm out when he felt April's hand on his arm.

"Look, I'm sorry. I'll keep my ears open and let you know if I hear anything. Is Mikey going to be ok?"

Raphael looked over his shoulder at his long time friend. "Yeah, the numbskull should be fine once the drugs are out of his system. At least that's what Donny said." He grinned, "I'll see ya later, April."

She watched him go, filled with worry.

* * *

His eyes felt like they had been glued shut, a tapping noise felt like it was going to tap its way though his skull. Michelangelo groaned and cracked his eyes open. Donatello sat at the far side of the lab at his computer. At his groan, the purple clad turtle looked at his brother. "Good morning sunshine."

Mikey tried to raise a hand to his head to find his wrists were strapped down. "What the shell, Donny?" He glared at his brother as he unbuckled the straps.

"I just wanted to make sure you didn't take a header to the floor and give yourself a concussion on top of everything."

The youngest brother sat up with a groan rubbing his head. "How long?"

"Almost two days, you had us a bit worried. Once you're up to it, Splinter, well actually all of us, want to know what happened."

"Kori?" Mikey looked up at Don hopefully, but dropped his gaze when he just shook his head. Donatello awkwardly patted his brother's shoulder as tears tracked down his face.

* * *

The four turtle brothers and their father sat in a circle in the dojo later that day. Splinter retold Kori's story to his sons. Three of the brothers watched the red clad turtle's expression.

"I guess I can see why she kept all that from us until she got it all figured out." Raphael growled then turned to Michelangelo, "So what's the rest of the story."

Much to the surprise of everyone, Michelangelo met Raphael's glare with a glare of his own. "I think I love her." Leonardo and Donatello's eyes widened in surprise, Splinter tried to hide a small grin, and Raphael nodded. "I don't care what you think, Raphael." Mikey's voice got harsher with repressed anger. "When we were in the park, she told me her story, all of it. Then she told me that she cared for me. Before I could say anything, we were attacked." Muscles along his arms and shoulders tensed as he clenched his fists. "I was hit with a tranquilizer dart, it was meant for her. I told her to hide, I thought she had. They said something about taking her back in a body bag, I tried to fight. They hit me with more drugs. She surrendered with the condition that they leave me alone. I couldn't stand, I could hardly get my eyes to focus. They took her, the bastards took her and there wasn't a damned thing I could do!" The normally happy go lucky turtle slammed his fist into the ground hard enough his knuckles came away bloody.

Looking at each of his family in turn, Mikey continued. "We have to find her, you know how they treated her. Who knows how many others they're keeping captive." Michelangelo's blue eyes hardened as he met Raphael's gaze. "She gave herself up to protect me."

Raphael's eyes softened with sympathy as he met his younger brother's glare. "I'm with you. I wouldn't wish being an experiment on my worst enemy."

Splinter nodded with satisfaction. "So my sons, let us plan how to go about finding our stolen friend."

* * *

Hours turned to days, which turned to weeks. As the days wore on, Kori's hope dwindled. The first few days in captivity were monotonous the next weeks were even more so. She watched the what little activity there was from her cell, food was brought on a schedule. Her only co-captive, the bird mutant, watched movement with interest but generally didn't show much activity. Soon, the only time Kori bothered to move from the small bed she was provided was to eat the food placed in her cell. She spent most of her days sleeping, lost in depression, or crying. She had finally gotten up the nerve to tell Michelangelo how she felt, and all she saw in his eyes was shock. Remembering everything she had told Splinter, she had a faint hope he would be able to motivate his sons to find her. When she realized she had never told them the name of the lab she worked in, despair enveloped her.

On a particularly monotonous day, a scientist walked by her cage watching her. He wrote something on his clipboard, then nodded to someone. A faint hissing sound made her look around frantically. Within seconds, she started to feel weighed down and dizzy. Collapsing back onto her bed, Kori lost her hold onto consciousness.

She woke up back on the bed in her cell, her ankle still bearing the tether. Groggily she sat up, a small patch on the inner part of both her elbows were shaved. Judging by the needle marks, they took blood samples while she was unconscious. She never felt more sympathy for the lab animals she used to care for than that moment. _They've abandoned me, and I can't say I blame them. _Kori curled up facing the wall as tears slowly trickled down her cheeks.

* * *

Raphael hardly recognized his younger brother. Michelangelo trained with a single minded intensity that surprised the rest of his family. He was constantly harassing Donatello for more information about possible locations of the lab. He matched all of his brothers in practice, including the more volatile Raphael. Leonardo was hard pressed trying to keep his younger brother's anger contained.

"It's been three weeks, Donatello! What is taking so long!"

The normally patient turtle finally snapped on his younger brother. "I don't know her last name, the name of the lab, who funds it, NOTHING! So get the SHELL OFF MY BACK!" Donatello hollered back before storming into his lab and slamming the door shut. Mikey snarled at the closed door as he heard the deadbolt snap closed then turned towards the dojo, again.

Leonardo and Raphael looked at each other with resignation. "Don't worry, fearless, I'm up." Raphael heaved himself off the couch and followed the orange clad turtle to the dojo. He watched Michelangelo take the edge off his anger against the helpless punching bag. "Feel like sparring with something that hits back?" Mikey shot an icy glare over his shoulder. "Heh, maybe not. But I got a better idea anyways. What do ya say to going for a run tonight."

"I'm not wasting my time running through the damned sewer." Mikey growled as he turned to face his brother.

"I ain't talking about running through the sewer. I'm talking about above ground."

"Splinter told us not to."

"Since when has that ever stopped me?" The brothers shared a grim smile.

* * *

The next day was more peaceful in the lair, Michelangelo and Raphael were too exhausted to make much trouble. Leonardo shared his concern of them going topside with Splinter, but they both agreed it was the safest outlet for Michelangelo's anger.

As the weeks wore on, Michelangelo and Raphael's trips topside helped to keep peace in the lair. By the end of the month, they had unexpected results.

Donatello jumped as the door to his lab slammed open. A triumphant but exhausted Michelangelo rushed in. "We found the lab. We found her."


	7. Chapter 7

Carnival of Rust Chapter 7

Being knocked unconscious became part of her routine, every 6-7 days, her cell would be filled with gas. Each time it happened, the dark wish that she wouldn't wake up this time was her last thought. The hope of rescue had withered and died over the past few weeks. Weight melted off her recently healthy form as depression overwhelmed the urge to eat. Groups of scientists would huddle at the front of her cell each morning, or at least what she assumed was morning. The topic had to be her and the recent weight loss. But Kori just couldn't get up the energy to care.

One morning, Kori was contemplating the chain attached to her ankle. It was long enough to wrap around her neck, but she doubted they would let her suffocate herself before intervening. With a broken sigh, she turned her attention back to the wall. Kori jumped to a standing position as a voice sounded over the intercom in her cell. The room spun from the rapid movement and she sat back down heavily. "You are too valuable to starve yourself. If you continue to not eat, we will have to force feed you." She shot her tormentor a glare before curling back up on her bed and facing the wall. "Have it your way." Kori didn't even move as the gas hissed into her cell.

* * *

Raphael leaned in the doorway to Michelangelo's room and watched him for a few moments. Mikey secured his nunchakus in his belt then turned to face his brother. "You sure you're up for this, Mike? We don't even know if we'll find her tonight, or what kind of condition she'll be in."

Mikey's eyes flared with blue fire, "Then I'm gonna need sharper weapons."

"God damned it, Mike! Stop and think for half a second. You think we don't wanna shut this hell hole down for good, too? But none of us are gonna do that if we have to worry about you running off and getting yourself injured or killed!"

"Talk about pot calling the kettle black! How many times have you flown off the handle and left the rest of us worry if you were going to come back?"

Taking a deep shuddering breath, Raphael closed his eyes and reminded himself the whole point of this little chat was to make sure his younger brother was focused for tonight, NOT to get him wound up. "Mike, you know I'm not the best to preach about focus and all that, that's Leo's job. I want to beat the crap outta whoever's responsible, maybe not as much as you, but sure as shit I want to see it done. But how much good do you think you're going to be to the mission, to Kori, if you make Leo worry about the both of us?"

The honesty surprised a chuckle out of the orange clad turtle. Raphael was relieved to see a spark of mischief in his blue eyes. "About as much good as it is having two fearless leaders." Raphael gave his younger brother a light punch on the arm, rolled his eyes and left.

* * *

The four brothers were hidden in shadows across the street of their target. The seemingly abandoned warehouse had all its windows boarded up, but Donatello assured them there was quite a bit of activity in the building.

"I was able to hack into their security system. Really once I knew the physical address, the security system was a bit of a joke. I was able to insert a virus that should target their computer systems in about 20 minutes. It seems like most of their activity is in the evening and at night. I'm guessing they're trying to keep from attracting too much attention with people coming and going from a supposedly abandoned building."

"So we're going in there at night, when there's most likely to be the most people?" Raphael looked at Donatello, a little confused.

"Do you really think US strolling up to the building would attract less attention? Plus more heads to bash to keep you two hot heads busy."

Leonardo was a little disturbed to see the equally cold grins Raphael and Michelangelo shared. "Let's remember the mission. Get information, find and free Kori and any other captives. We are not here to destroy the place, at least not tonight."

"Don't forget, we need to plant my bug." Donatello held up a small memory stick.

"Alright, Donnie, where are we going in?"

* * *

The four brothers were able to make their way towards the center of the building. Leonardo had grabbed a scientist and they had drug him into an empty room and were questioning him about the place as Donatello uploaded his 'bug.'

"Figure we got all the info we need." Raphael looked at Leo with an eye ridge raised.

"Please, please, don't kill me, I won't say anything, I'll find a new job, seriously anything!" The scientist babbled with tears of fear streaking down his face.

Golden eyes rolled before the red clad turtle cracked the babbling scientist in the back of the head knocking him unconscious. Leonardo shot his brother a disapproving look. "What? He was making a racket. I didn't kill him."

"Well we know where Kori is. Raph, feel up to making a diversion?" Leonardo grinned as his brother just twirled a sai in response. "Right, stupid question. Donatello, I want you and Michelangelo to wait here until we cause a big enough distraction. Then go find Kori. We'll meet back at the lair."

* * *

"So fearless, feel like cuttin loose?" Raphael and Leonardo were in the air vents to the holding room. The clear cells filled Leonardo with a rage he seldom felt the urge to express. Three of the four were empty, but the last one held a bird mutant. From the look of the walls of the cell, those talons could do some damage.

Leonardo nudged Raphael, "I think getting her loose would cause sufficient distraction." The brother's shared a rare conspiratorial grin.

* * *

An angry battle cry echoed through the halls followed by the wail of an alarm. Booted feet rushed in the same direction Raphael and Leonardo had disappeared. "Distraction?"

"Distraction." Donatello followed his brother out of hiding. As they rushed down the hallway, Michelangelo barely slowed down as he knocked out the few slower responders to the alarm. Heart thrumming in his chest, Donatello followed his brother. The hallway suddenly opened into a large lab. The room was mostly empty, except for two scientists in lab coats. Michelangelo rushed them with a yell. Donatello paused, then rushed to the table they had been hovering over. Strapped to the table was an emaciated Kori. All of her vitals seemed strong. "Mikey, don't knock them both..." He looked at his brother who now had both scientists unconscious at his feet. "...out."

Michelangelo tentatively walked up to the table where Kori was laying. "Donnie, what's wrong with her. She's so thin, is she alright?" Without waiting for an answer, Mikey leaned over Kori's unconscious form. "Kori, wake up, please. We're going to get you out of here. Come on, dudette, answer me." His trembling hand cupped one of Kori's cheek. Tears started streaking down his face and landed on Kori's. The heartbreak in his younger brother's voice caused Donatello to choke up and turn away. His eyes widened in shock as a weak voice answered.

"M...m...mikey?"

* * *

A loud wailing started penetrated the darkness that engulfed her. A murmuring voice helped push the darkness even farther back. And then the voices started to resolve into words.

"...Come on, dudette, answer me." A trembling three fingered hand cupped her cheek as something wet dripped onto her face. As her eyes opened, she met Michelangelo's bright blue eyes.

"M...m...mikey?" She rasped out.

"Hey, I told you I'd find you." His voice rough with tears. A noise at her other side made her turn her head, and Donatello swam into focus.

"H..hi Donnie." Kori gave him a weak grin. Donatello returned the smile as he released the straps holding Kori to the table. The room tilted crazily as Michelangelo picked her up. Closing her eyes, Kori pressed her face into his plastron and felt his breath hitch as he held her just a little tighter. Michelangelo felt her sigh and relax into his embrace.

Donatello called his brothers on their shell cell. "Leo, we have Kori, we're out of here." He heard a screech and a lot of chaos over the cell. Donatello couldn't suppress a grin. "Do I even want to know?" Donatello laughed at his brother's reply and hung up. Mikey raised a questioning eye ridge at his brother. "Don't ask." Together with Mikey still carrying Kori, they headed back to the lair.

* * *

Leonardo hung up his cell and surveyed the pure chaos of the room around him. Between the released captive and Raphael, most of the security guards were dead or unconscious. The rest were looking like they had serious doubts about their career choice. Their new companion flared her wings and gave another shrill battle shriek. The remaining security fled. The bird mutant slicked her feathers back and folded her wings to her side and eyed her rescuers with what Raphael and Leonardo hoped was interest.

Raphael returned her stare. "Well, you don't want to stay here, do ya?" He was impressed despite himself at the sheer destruction that was accomplished between the two of them. The piercing golden eyes regarded Raphael for a few moments before she clicked her beak once and nodded.

"We better get out of here." Leonardo regarded his brother and the bird mutant with a bit of worry, then led the way out of the warehouse.


	8. Chapter 8

**Hello again! I know it's been awhile, but I've been out of the country visiting family. And I'm slow! My muse seems to be playing hide and seek with my inspiration lately. As always, I do not own TMNT, Kori and Liza are my creations. C&C greatly appreciated!**

Carnival of Rust Chapter 8

Splinter followed his son's progress through the lab. Physically he stayed in the lair, but spiritually, he was with them the entire way. He chuckled as Leonardo and Raphael released the whirlwind of destruction in the form of a bird mutant, and his heart broke with his youngest when he saw how emaciated Kori was. Once his family was safely out of the lab, he contacted his oldest. _Leonardo, my son, you may want to warn our newest guest that I am a bit different than you. I would hate to be chased out of my own home._

_Hai, sensei. We will be back shortly. _

Splinter retreated back to his own body and allowed his sons to focus on a safe trip through the city. Standing from the lotus position, he briefly stretched then headed to the kitchen to make tea. He was sitting in the kitchen letting the tea warm his hands when Donatello entered the lair followed by Michelangelo still carrying Kori. Mikey paused long enough to give Splinter a sad but triumphant grin before taking Kori to her room. Donatello dropped into the seat across from Splinter with a low groan.

"I think she's going to be ok. They were sedating her for something, I think probably some sort of feeding tube. According to the notes I found, she's been refusing to eat." Donatello accepted the cup of tea Splinter offered him with a nod. "I think she's just going to need time and rest. The virus I uploaded should be sending me a copy of their files and then destroying their system. Any word from Leonardo and Raphael?"

"They are a bit delayed. Unless I am mistaken, we will be having another guest soon."

* * *

Slowly waking up, Kori clenched her eyes tighter and tried to hold on to those few moment of semi consciousness that had given her the most relaxation since being abducted. She started losing the fight, like always. The first thing that penetrated the fog of sleep was the fact that her cell smelled different. The lack of a weight on her ankle and the sounds of soft snores make her turn towards the noise with her eyes wide in shock. Propped up against the wall next to her bed was an exhausted Michelangelo, his orange bandana hanging loosely around his neck. Heart swelling and throat closing with emotion, Kori reached out and gently touched his cheek to reassure herself that this wasn't a cruel dream. Blue eyes immediately opened, quickly followed by a tired smile.

"Morning sunshine. You slept through your daring rescue."

Kori couldn't help herself, she started giggling helplessly which quickly devolved into crying helplessly. She wrapped her arms around her rescuer as he hugged her and comfortingly rubbed her back. After crying out all of her anguish from her captivity, once her sobs subsided, Mikey pulled away to look her in the eyes.

"If you ever do that again...just, don't ever do that again." His eyes bright with unshed tears. "I don't know what I would have done if something had happened to you. Please, don't do that to me. Kori, I think I love you. I don't know if you feel the same..."

The emotions in his eyes took her breath away. She cupped his face with her hands, "Michelangelo, I think I love you, too." His dazzling smile met hers. Kori leaned in a little closer and kissed her knight in shining armor, not caring he was a giant mutant turtle.

* * *

Leonardo, Raphael and Splinter sat around the kitchen table going over everything that had happed that night. "Donatello's reviewing the files he was able to get before they shut down their system completely. It seems like he has quite a bit of information to go over." Leonardo chuckled, "We'll have to remember to make sure he eats and sleeps...again."

"I still think we need to plan on regrouping and destroying the place. I'm sure they'll just start up again." Raphael wearily chipped in. "Donnie was saying something about a second site, more experiments. I think we need to pay them a visit."

"Unfortunately, sensei, I agree. I know it will be dangerous, especially now that they are on alert, but we need to stop this experimentation on people."

"I must think on this, my sons. But first, I think we need to let Kori recover from her ordeal, and let our new guest get acclimated. Where is the newest addition?"

"She seemed the most comfortable in the dojo." Leonardo supplied. "I think being underground disturbs her a bit."

"Well, she is a bird, fearless." Raphael couldn't help but point out the obvious with a snicker. Leonardo fixed his brother with a half hearted weary glare.

They all looked up as Michelangelo walked in supporting Kori.

As Kori plopped into the empty chair, she warily looked at the others sitting at the table. Leonardo gave her a reassuring smile. "It's good to see you up and about. How are you feeling?"

"Better than I've felt in a long time." She smiled and some of the tension left her. "Thank you, all of you. For getting me out of there, I was beginning to lose hope. I was just wanting it to end, any way I could make it." She ducked her head as a few stray tears started falling. There was a slight scrape as a chair pushed away from the table. A hand rested on her shoulder and Kori looked up and was surprised to see Raphael standing next to her.

"None of us could leave ya there. None of us. About what I said, earlier. I'm sorry, I was an ass. I'm no good with talking and stuff, but could we start over?"

Kori felt stunned, "I...of course. You got me out of there."

"Yeah, Mikey was starting to turn into me, can't have that." Raphael winked at her in a rare show of good mood before leaving the kitchen. "I'm gonna go check on Donnie, make sure he's not asleep and drooling on his keyboard again." An array of chuckles followed him out of the kitchen.

* * *

"Hey brainiac, whatcha got?" Raphael leaned in the doorframe of his brother's lab.

"Well, for starters our new 'guest' is Liza, originally an orphan from New York. She is their first experiment with birds of prey. A combination of Golden eagle and the Eurasian Eagle owl, to be exact. And according to the notes, she proved to be too aggressive once reaching puberty for further physical and mental testing, not horribly surprising."

"Uh-huh." Raphael rolled his eyes at his brother's absorption in the details.

"And it doesn't look like I'm going to be able to reverse Kori or Liza's change. All attempts on previous 'experiments' have proved fatal." Donatello's shoulders slumped in defeat.

"Well, seeing as her and Mikey seem to be attached at the hip, I wouldn't worry about that." Raphael smirked. "Why don't ya think about sleeping, I know I am."

Donatello watched his brother saunter out of his lab.

* * *

The next day, the occupants of the lair were gathered in the dojo, it being the only room big enough to hold everybody.

Splinter talked to the small group, "We need to stop these experiments, but we also need to insure the safety of everybody in this room. Waiting until security becomes more lax, and striking with planned force is the way to ensure this project is not revitalized"

Leonardo, Donatello, Michelangelo, and Kori were nodding in agreement, Raphael and Liza were not.

"I think we need to strike while they're distracted with the loss of their second site. At least make sure that place is shut down for good." Raphael argued while Liza clicked her beak and nodded.

"We understand your point, but Master Splinter's right, we need to give Liza and Kori a chance to recuperate and adjust as well as give Donatello time to analyze the information about both sites."

"Right, whatever, Fearless." Raphael growled and stomped out of the dojo.

Liza narrowed her eyes and shot the blue clad turtle a withering glare and a hiss before following Raphael. The rest of the small group watched her leave, listening to the click of her talons on the hard floor.

* * *

Raphael was intrigued by the new arrival, Liza drew him like a magnet. She seemed to have a temper to rival his. After being underground a few days, she seemed to be getting more, rather than less, tense. Her beak seemed to keep her from talking, but to Raphael, she seemed to be able to communicate in other ways.

Raphael knew Splinter had said to stay in the sewer until things settled down. But he thought Liza could use a trip above ground. And not so coincidentally, so could he.

Liza was perched on one of the few large wooden perches Donnie had put together for her in the corner of the living room clicking her beak in seemingly general annoyance. Raphael walked over to her but she didn't seem to notice so he leaned against the wall next to her and waited. Liza's feathers slicked back, pupils dilated and she hissed at Raphael in annoyance. A stab of fear ran through Raph, although he forced himself to hide it. He had a temper, his brothers often felt the urge to reminded him of that fact. But Liza didn't just have a temper, she was feral.

"I don't know about you, but I need to stretch my legs. Feel up to sneaking out tonight?" Raphael offered quietly to Liza. He was immediately caught by her gold eyes. Her eyes seemed to see right through him. They were filled with hope. Liza's eyes flicked from Raph to the ceiling then back again. He knew she was asking in her own way if he meant above ground. With a grin, Raphael replied. "You know it."

* * *

Raphael stood on the roof of a building overlooking the city and breathed a huge sigh of relief. The lair was beyond crowded, if they got any more new additions, they were going to need to expand the lair. Master Splinter's edict that they stay below made Raphael feel like the normally spacious lair was stifling, and the city air by comparison was fresh. Glancing at his companion, Raph had to grin. Liza's eyes were open wide, pupils dilating and contracting in excitement. Her feathers were fluffed out and her wings were half extended in excitement as she watched the people and lights below.

"Stay by me, don't want ya getting….HEY!" Raph stared in horror as his partner in crime jumped to the ledge and then leapt off. "Shit." He watched as Liza's wings silently beat the air and took her higher in the dark sky. "Double shit." Raphael took off after her swearing under his breath the entire time.

_Leo's gonna kill me, and I don't even want to think about the lecture I'm gonna get from Master Splinter if I lose her. _ Chasing her across rooftops, Raphael's attention was on his charge and not on his surroundings. He felt an odd thrill watching her effortlessly and quietly swoop through the night air. She would climb to where she was just a vague dot in the sky then dive towards him so he could feel the breeze of her wings as she passed. Once, she dove so close to him, the tips of her wings brushed the top of his head and send a shiver down his spine.

A foot cracking onto his plastron brought him painfully back to earth. Sprawling painfully on the gravel rooftop, Raphael growled and looked up. _A hell, this just makes my night complete. _

About 10 Foot ninjas were surrounding him on the rooftop. Whether he stumbled into them, or they had seen him chasing Liza across the rooftops, it didn't matter now seeing as he was surrounded and now alone. One of the ninjas leapt towards him, sword drawn. Raphael grabbed a sai, knowing he wasn't going to get them up in time to block. A battle scream split the air and the ninjas all froze. On silent wings, Liza dove out of the sky and plunged her talons deeply into the foot ninja attacking Raphael. Her beak flashed, and in a moment, the ninja was limp on the ground with a broken neck. Pupils dilated, feathers flared in agitation, and wings mantled over her kill, Liza screamed a challenge at the remaining Foot ninjas. Raphael felt a thrill of fear and joy at the feral rage on her face. He leapt to his feet and drew both his sais. "Come on." He growled.

The ninjas rushed the duo. A flurry of feathers and Liza eviscerated another of their foes. Raphael gave into the joy of the fight. Before long, their opponents lay in scattered heaps. Most would never get up again, and more than half bore wounds from Liza's beak and talons. Liza looked around them for another opponent. Satisfied there were none left, she flipped her wings onto her back and looked at Raphael expectantly. Raphael was stunned by the sheer carnage caused in such a short time. "C'mon, we need to get cleaned up. Follow me from the sky if you like." Raphael said with a grin and took off over the rooftops.

* * *

Once they got to a secluded area of Central Park, Raphael went to the edge of the water and started cleaning up his few injuries. On silent wings, Liza landed besides him, sending his bandanna tails snapping in the breeze. She gave a little trill in what Raphael assumed was delight, and then waded into the water. Raphael watched, bemused, as she got thoroughly soaked and fastidiously cleaned all the gore off her feathers. Wading back onto the shore, Liza shook vigorously and fluffed her feathers to dry on the cool night air.

Chuckling, Raphael looked at his new partner in crime. "You look like a drowned rat...don't tell Splinter I said that."

Liza huffed silently in what Raphael assumed was amusement

"Ya know, it's nice to have someone that enjoys a fight as much as I do."

Liza regarded him then clicked her beak once in agreement.

"It must be hard, not being able to speak." Raphael continued.

Liza cocked her head and regarded him for a moment. Raphael started to feel a little uncomfortable being the focus of that unblinking stare. He turned away and then whipped back around as he got the biggest surprise since Donatello brought home Kori instead of pizza.

"Wwwhoo sssaid I could not sssssspeak?


End file.
